Terms and Conditions of Sale

"Buyer" means the person who
buys or agrees to buy the Goods from the Seller;

"Goods" means the articles
which the Buyer agrees to buy from the Seller;

"Price" means the price for
the Goods excluding carriage, packing, insurance and
VAT;

"Delivery Date" means the
date specified by the Seller when the Goods are to be delivered
and

"Conditions" means the terms
and conditions of sale set out in this document and any special
terms and conditions agreed in writing to the Seller.

Conditions

(a) These Conditions shall
apply to all contracts for the sale of Goods by the Seller to the
Buyer to the exclusion of all other terms and conditions including
any terms or conditions which the Buyer may purport to apply either
orally or under any purchase order confirmation of order or other
document.

(b) All orders for
Goods shall be deemed to be an offer by the Buyer to purchase Goods
pursuant to these Conditions.

(c) Acceptance of delivery of the
Goods shall be deemed conclusive evidence of the Buyer's acceptance
of these Conditions.

(d) Any variation to these
Conditions (including any special terms and conditions agreed
between the parties) shall be inapplicable unless agreed in writing
by the Seller.

Price and
Payment

(a) The Price of the Goods
shall be the Seller's quoted price, as quoted to the Buyer, which
shall be binding on the Seller provided that the Buyer shall accept
the Seller's quotation within 30 days. The Seller may by giving
notice to the Buyer at any time up to delivery increase the Price
of the Goods to reflect any increase in the cost to the Seller
which is due to factors occurring after the making of the contract
of sale which are beyond the reasonable control of the Seller
(including, without limitation, foreign exchange fluctuations,
taxes and duties and the cost of labour, materials and other
manufacturing costs). The Price is exclusive of VAT which shall be
due at the rate ruling on the date of VAT invoice.

(b) Payment of the
Price and VAT shall be due within 30 days of the date of invoice.
Discount on overdue invoices shall be withdrawn at the descretion
of the seller and statutory interest on an overdue invoice shall
accrue from the date when payment becomes due from day to day until
the date of payment at a rate of 8% plus the Bank of
England base rate from time to time in force and shall
accrue at such a rate after as well as before any judgment and
provided that if the Seller shall so elect and shall notify the
Buyer to such effect the Seller shall not be bound to deliver the
Goods until the Buyer has paid for them in which event payment
shall be due before the Delivery Date and time for payment shall be
of the essence.

(c) If the Buyer fails to make any
payment on the due date then without prejudice to any of the
Seller's other rights the Seller may suspend or cancel deliveries
of any articles due to the Buyer and may appropriate any payment
made by the Buyer to such of the Goods as the Seller may in its
sole discretion think fit.

(d) The Seller shall be entitled to
amend, in writing to the Buyer, any accidental error or omission on
any quotation estimate or invoice given by it and, if the Buyer, in
its discretion, accepts such amendment and proceeds with requested
delivery of the Goods, to receive payment from the Buyer
accordingly.

The
Goods

The quantity and description
of the Goods shall be as set out in the Seller's quotation but in
the event of any design or specification being improved by the
manufacturers the Seller reserves the right to supply Goods
conforming to the same provided the Goods are of comparable
quality.

Warranties and
Liability

(a) The Seller will implement
such warranties as are given by the manufacturer or supplier to the
Seller but such warranties will not extend to any claims due to
damage caused by normal wear and tear or incorrect usage or where
repairs have already been carried out by persons unauthorised by
the Seller.

(b) Claims made for warranty repair
are to be made in writing to the Seller giving full particulars of
order number, despatch date, fault details and usage and the Seller
reserves the right to repair or replace at its discretion defective
items or to refund the Price.

(c) Save to the extent hereinbefore
provided all terms conditions and warranties whether express or
implied relating to the quality or fitness for purpose of the Goods
or any of them are excluded.

(d) The Seller shall be under no
liability whatever to the Buyer for any indirect loss or expense
including loss of profit suffered by the Buyer arising out of a
breach by the Seller of this contract and under no circumstances
shall the liability of the Seller be otherwise than limited to
damages nor shall such liability exceed the Price of the Goods.

Delivery carriage and
acceptance

(a) The Goods shall be
delivered to the Buyer at the Seller's address but the Seller shall
arrange for carriage of the Goods to the Buyer's address and the
costs of carriage and insurance shall be reimbursed by the Buyer
without any set-off or other withholding whatsoever and shall be
due on the date for payment of the Price and the carrier shall be
deemed to be the Buyer's agent.

(b) Any partial loss or damage in
transit must be reported in writing to the Seller and the carrier
within 3 days of receipt of the Goods and in the event of
non-delivery within 14 days after the date of the Seller's invoice
or (in the case of a proforma invoice) within 14 days after the
date of despatch advice the Seller and the carrier must be notified
in writing.

(c) The Buyer shall be deemed to
have accepted the Goods 24 hours after delivery to the Buyer.

Title and
risk

(a) The Goods shall be at the
Buyer's risk as from delivery.

(b) Notwithstanding delivery having
been made the property in the Goods shall not pass from the Seller
until the Buyer shall have paid the Price plus VAT in full and any
other sums whatever due from the Buyer to the Seller in relation to
the Goods and the Seller shall be entitled to recover the Price
(plus VAT) notwithstanding that property in any of the Goods has
not passed from the Seller. Upon such sums being paid by the Buyer
to the Seller, property in the Goods shall pass to the Buyer.

(c) Until property in the Goods
passes to the Buyer in accordance with the foregoing paragraphs of
this condition the Buyer shall (i) hold the Goods and each of them
on a fiduciary basis as bailee for the Seller and shall at no cost
to the Seller store the same separately from all other goods in its
possession and marked in such a way that they are clearly
identified as the Seller's property (ii) in the event of breach of
the terms of this Agreement by the Buyer andupon request by the
Seller deliver up the Goods to the Seller and if the Buyer fails to
do so the Seller may enter upon any premises occupied by the Buyer
where the Goods are situated and repossess the Goods (iii) not
pledge or in any way charge by way of security for any indebtedness
any of the Goods and (iv) insure and keep insured the Goods to the
full Price against all risks to the reasonable satisfaction of the
Seller and at the request of the Seller produce a copy of the
policy of insurance and without prejudice to the other rights of
the Seller if the Buyer fails to observe and perform the conditions
of this paragraph of this condition all sums whatever owing by the
Buyer to the Seller shall forthwith become due and payable.

Repairs

Where the Seller is requested
by the Buyer to carry out any repair servicing or other technical
process for the purpose of the Buyer the same shall be accepted by
the Seller also on the conditions that

(a) the article shall be sent
carriage paid to the Seller together with formal confirmation
specifying the precise nature of the repair servicing or other
technical process required

(b) in the event of examination
only being required the Buyer will pay the Seller's reasonable
charges for time incurred in such examination

(c) although the Seller shall make
all reasonable efforts to provide such repair servicing or other
technical process it shall not be liable for delay or failure in
performance or for the consequences thereof howsoever caused
and

(d) save to the extent specified by
statute no liability is accepted by the Seller for any direct or
consequential loss damage or injury

Frustration

In the
event of war invasion act of foreign enemy hostilities (whether war
has been declared or not) civil war rebellion revolution
insurrection or military or usurped power the Seller shall be
relieved of liabilities incurred under this contract wherever and
to the extent to which the fulfilment of such obligations is
prevented frustrated or impeded as a consequence of any such event
or by any statute rules regulations orders or requisitions by any
government department council or other duly constituted authority
or from strikes lockouts breakdown of plant or any other causes
(whether or not of a like nature) beyond the Seller's
control.

Proper
Law

All contracts to which these
conditions apply shall be construed and applied in accordance with
the Law of England and the parties hereby submit to the exclusive
jurisdiction of the English courts.